The extent to which automatic encoding processes within episodic memory are maintained beyond early adulthood has received little investigation. The overall objective of the proposed research is to enhance our understanding of adult age differences in the proficiency of these automatic encoding processes. The proposed research will employ two laboratory tasks, retention of a speaker's voice and frequency judgments, that have been demonstrated to be mediated by involuntary, or automatic, processing in young adults, and it will extend the use of these tasks to middle age and elderly adults. Other tasks, including measures of crystallized and fluid intelligence and measures of proficiency on a self-controlled memory task (e.g., paired-associate learning) will also be administered to our subjects. Age-related deficits in automatic episodic memory phenomena will be examined with respect to their: 1) modifiability through instructions, practice, and variations in task conditions; 2) covariation with proficiency of conscious episodic memory processes, such as elaborative or mnemonic rehearsal, as assessed by performance on standard learning/memory tasks (e.g., paired-associate learning); 3) covariation with cognitive proficiency as assessed by performance on intelligence tests; and 4) generality of automatic encoding proficiency across tasks ued to assess it and the generality of individiual differences from one task to another task.